Filing Details
- Accession Number:
- 0001193125-17-223149
- Form Type:
- 13D Filing
- Publication Date:
- 2017-07-06 17:15:03
- Filed By:
- Carlson Capital
- Company:
- Renewable Energy Group Inc. (NASDAQ:REGI)
- Filing Date:
- 2017-07-06
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Carlson Capital | 0 | 3,575,000 | 0 | 3,575,000 | 3,575,000 | EXCLUDES% |
| Double Black Diamond Offshore Ltd | 0 | 1,671,900 | 0 | 1,671,900 | 1,671,900 | EXCLUDES% |
| Black Diamond Thematic Offshore Ltd | 0 | 1,824,559 | 0 | 1,824,559 | 1,824,559 | EXCLUDES% |
| Black Diamond Offshore Ltd | 0 | 78,541 | 0 | 78,541 | 78,541 | EXCLUDES% |
| Asgard Investment Corp. II | 0 | 3,575,000 | 0 | 3,575,000 | 3,575,000 | EXCLUDES% |
| Asgard Investment Corp | 0 | 3,575,000 | 0 | 3,575,000 | 3,575,000 | EXCLUDES% |
| Clint D. Carlson | 0 | 3,575,000 | 0 | 3,575,000 | 3,575,000 | EXCLUDES% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Renewable Energy Group, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
75972A301
(CUSIP Number)
Carlson Capital, L.P.
Attn: Joe Brucchieri
2100 McKinney Avenue
Dallas, TX 75201
(214) 932-9600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 30, 2017
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13D-1(e), rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
| CUSIP No. 75972A301 |
| 1 | NAMES OF REPORTING PERSON
Carlson Capital, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
3,575,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
3,575,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,575,000 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
9.26% | |||||
| 14 | TYPE OF REPORTING PERSON
PN; IA | |||||
2
SCHEDULE 13D
| CUSIP No. 75972A301 |
| 1 | NAMES OF REPORTING PERSON
Double Black Diamond Offshore Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,671,900 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,671,900 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,671,900 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
4.33% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
3
SCHEDULE 13D
| CUSIP No. 75972A301 |
| 1 | NAMES OF REPORTING PERSON
Black Diamond Thematic Offshore Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,824,559 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,824,559 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,824,559 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
4.73% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
4
SCHEDULE 13D
| CUSIP No. 75972A301 |
| 1 | NAMES OF REPORTING PERSON
Black Diamond Offshore Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
78,541 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
78,541 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,541 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
0.2% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
5
SCHEDULE 13D
| CUSIP No. 75972A301 |
| 1 | NAMES OF REPORTING PERSON
Asgard Investment Corp. II | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
3,575,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
3,575,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,575,000 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
9.26% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
6
SCHEDULE 13D
| CUSIP No. 75972A301 |
| 1 | NAMES OF REPORTING PERSON
Asgard Investment Corp. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
3,575,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
3,575,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,575,000 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
9.26% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
7
SCHEDULE 13D
| CUSIP No. 75972A301 |
| 1 | NAMES OF REPORTING PERSON
Clint D. Carlson | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
3,575,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
3,575,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,575,000 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
9.26% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
8
This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the SEC) on May 31, 2016, and Amendment No. 1 thereto, filed with the SEC on October 5, 2016, on behalf of the Reporting Persons with respect to the shares of common stock, par value $0.0001 per share (the Common Shares), of Renewable Energy Group, Inc., a Delaware corporation (the Issuer).
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
(a), (b) The Reporting Persons may be deemed to beneficially own in the aggregate 3,575,000 Common Shares. Based upon a total of 38,594,266 Common Shares outstanding as of April 28, 2017, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, filed with the Securities and Exchange Commission (the SEC) on May 8, 2017, the Reporting Persons shares represent approximately 9.26% of the outstanding Common Shares.
Carlson Capital, Asgard II, Asgard I and Mr. Carlson may be deemed to beneficially own and have the power to vote and direct the disposition of (i) the 1,671,900 Common Shares reported herein as owned by DOF, (ii) the 1,824,559 Common Shares reported herein as owned by TOF, and (iii) the 78,541 Common Shares reported herein as owned by OFF.
DOF may be deemed to beneficially own and has the power to vote and dispose the 1,671,900 Common Shares reported herein as owned by it, which shares represent approximately 4.33% of the outstanding Common Shares.
TOF may be deemed to beneficially own and has the power to vote and dispose the 1,824,559 Common Shares reported herein as owned by it, which shares represent approximately 4.62% of the outstanding Common Shares.
OFF may be deemed to beneficially own and has the power to vote and dispose the 78,541 Common Shares reported herein as owned by it, which shares represent approximately 0.20% of the outstanding Common Shares.
(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share for all transactions by the Reporting Persons in the Common Stock in the past 60 days, all of which were brokered transactions effected in the open market (unless otherwise noted), are set forth below.
| Reporting Person | Trade Date | Purchased (Sold) | Price / Share | |||||||
| DOF | 6/26/17 | (30,518 | ) | $ | 12.8318 | |||||
| DOF | 6/27/17 | (44,602 | ) | $ | 12.8631 | |||||
| DOF | 6/28/17 | (18,075 | ) | $ | 12.5516 | |||||
| DOF | 6/28/17 | (24,180 | ) | $ | 12.8007 | |||||
| DOF | 6/30/17 | (70,424 | ) | $ | 12.9594 | |||||
| DOF | 7/5/17 | 28,685 | $ | 12.349 | ||||||
| TOF | 6/26/17 | (33,087 | ) | $ | 12.8318 | |||||
| TOF | 6/27/17 | (48,360 | ) | $ | 12.8631 | |||||
| TOF | 6/28/17 | (19,600 | ) | $ | 12.5516 | |||||
| TOF | 6/28/17 | (26,215 | ) | $ | 12.8007 | |||||
| TOF | 6/30/17 | (76,357 | ) | $ | 12.9594 | |||||
| TOF | 7/5/17 | 42,925 | $ | 12.349 | ||||||
| OFF | 6/26/17 | (1,395 | ) | $ | 12.8318 | |||||
| OFF | 6/27/17 | (2,038 | ) | $ | 12.8631 | |||||
| OFF | 6/28/17 | (825 | ) | $ | 12.5516 | |||||
| OFF | 6/28/17 | (1,105 | ) | $ | 12.8007 | |||||
| OFF | 6/30/17 | (3,219 | ) | $ | 12.9594 | |||||
| OFF | 7/5/17 | 3,390 | $ | 12.349 | ||||||
9
(d) Except as set forth herein, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Shares.
(e) Not applicable.
10
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATED: July 6, 2017
| DOUBLE BLACK DIAMOND OFFSHORE LTD. | ||
| By: | Carlson Capital, L.P., its investment manager | |
| By: | Asgard Investment Corp. II, its general partner | |
| By: | /s/ Clint D. Carlson | |
| Name: | Clint D. Carlson | |
| Title: | President | |
| BLACK DIAMOND THEMATIC OFFSHORE LTD. | ||
| By: | Carlson Capital, L.P., its investment manager | |
| By: | Asgard Investment Corp. II, its general partner | |
| By: | /s/ Clint D. Carlson | |
| Name: | Clint D. Carlson | |
| Title: | President | |
| BLACK DIAMOND OFFSHORE LTD. | ||
| By: | Carlson Capital, L.P., its investment manager | |
| By: | Asgard Investment Corp. II, its general partner | |
| By: | /s/ Clint D. Carlson | |
| Name: | Clint D. Carlson | |
| Title: | President | |
| CARLSON CAPITAL, L.P. | ||
| By: | Asgard Investment Corp. II, its general partner | |
| By: | /s/ Clint D. Carlson | |
| Name: | Clint D. Carlson | |
| Title: | President | |
11